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<br />539895v2 JAE LN140-118 11
<br /> 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar
<br />in the name of Cede & Co., as nominee of DTC, the City, the Registrar, and the Paying Agent will have no
<br />responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for
<br />which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which
<br />a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with
<br />respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
<br />interest in the Bonds; (ii) the delivery to any Participant or any other person (other than a registered owner of
<br />Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds,
<br />including any notice of redemption; or (iii) the payment to any Participant or any other person, other than a
<br />registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds.
<br />The City, the Registrar, and the Paying Agent may treat and consider the person in whose name each Bond is
<br />registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the
<br />purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering
<br />transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
<br />premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown
<br />in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy
<br />and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest on the
<br />Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown
<br />in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this
<br />resolution. Upon delivery by DTC to the City Administrator of a written notice to the effect that DTC has
<br />determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.” will refer to such new
<br />nominee of DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a copy of the
<br />same to the Registrar and Paying Agent.
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<br /> 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
<br />Issuer Letter of Representations (the “Representation Letter”) which will govern payment of principal of,
<br />premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
<br />Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary
<br />for all representations of the City in the Representation letter with respect to the Registrar and Paying Agent,
<br />respectively, to be complied with at all times.
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<br /> 7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City Council,
<br />determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able
<br />to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the
<br />availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond
<br />certificates as requested by DTC and any other registered owners in accordance with the provisions of this
<br />resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by
<br />giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such
<br />event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate
<br />Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer,
<br />exchange and method of payment thereof.
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<br /> 7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the
<br />contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect
<br />to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made
<br />and given, respectively in the manner provided in DTC’s Operational Arrangements, as set forth in the
<br />Representation Letter.
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<br /> Section 8. Continuing Disclosure.
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